Chapter 414 — Chapter 414

§414-402 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414-401 for dissolving a corporation, the department director shall give written notice of the departme…

§414-403 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under section 414-402 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall: (b) Within the a…

§414-404 Appeal from denial of reinstatement. (a) If the department director denies a corporation's application for reinstatement following administrative dissolution, the department director shall mail a written notice to the corporation or its designated representative that exp…

§414-412 Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in circuit court. Venue for a proceeding brought by any other party named in section 414-411 lies in the county where a corporation's principal office is…

§414-415 Election to purchase in lieu of dissolution. (a) In a proceeding under section 414-411(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated s…

§414-422 Trustees or receivers for dissolved corporations; appointment; powers; duties. (a) When any corporation organized and authorized to issue shares under the laws of this State shall be or shall have been dissolved or shall cease or shall have ceased to exist, the circuit c…

§414-433 Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director for filing. The application shall set forth: (b) The foreign corporatio…

§414-434 Change of name by foreign corporation. (a) Whenever the name of a foreign corporation authorized to transact business in this State is changed by the amendment of its articles of incorporation, the foreign corporation, within sixty days after the amendment becomes effect…

§414-436 Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414-51(b), (c), and (d), the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may…

§414-437 Registered agent of foreign corporation. Each foreign corporation authorized to transact business in this State must continuously maintain in this State a registered agent, who may be:

§414-438 Change of registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7. (b) If a registered agent changes its name, its address, or it…

§414-439 Resignation of registered agent of foreign corporation. The registered agent of a foreign corporation may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000, c 244, pt of §1; am L 2001, c 129, §47; am L 2002, c 1…

§414-440 Service on foreign corporation. (a) Service of any notice or process authorized by law that is issued against any foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, officer,…

B. Withdrawal §414-451 Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the department director. (b) A foreign corporation authorized to tr…

C. Revocation of Certificate of Authority §414-461 Grounds for revocation. The department director may commence a proceeding under section 414-462 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

§414-462 Procedure for and effect of revocation. (a) If the department director determines that one or more grounds exist under section 414-461 for revocation of a certificate of authority, the department director shall give written notice of the department director's determinati…

PART XVII. RECORDS AND REPORTS A. Records §414-470 Books and records. (a) Each corporation shall keep accurate and complete books and records of account and shall keep and maintain at its principal office, or other place as its board of directors may order, minutes of the proceed…

B. Reports §414-472 Annual report. (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the department director for filing an annual report that sets forth: Domestic corporations shall also provide the total n…

§414-484 Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter that can be given effect without the inv…

PART V. NAME §414-51 Corporate name. (a) A corporate name: (b) Except as authorized by subsections (c) and (d), a corporate name may not be the same as or substantially identical to: (c) A corporation may apply to the department director for authorization to use a name that, base…

§414-52 Reserved name. (a) A person may reserve the exclusive use of a domestic or foreign corporate name including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. The applicati…

§414-53 Administrative order of abatement for infringement of corporate name. (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of any entity registered or authorized to transact business under the …

PART VI. OFFICE AND AGENT §414-61 Registered agent. Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§414-62 Designation or change of registered agent. (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4. (b) A corporation may change its registered agent by complying with section 425R-7. (c) If the…

§414-63 Resignation of registered agent. A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2000, c 244, pt of §1; am L 2001, c 129, §18; am L 2009, c 55, §7]

§414-64 Service on corporation. (a) Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, off…

§414-85 Share options. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for wh…